Firefly Neuroscience Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________ Commission File No. 000-41092 FIREFLY NEUROSCIENCE, INC.(Exact name of registrant as specified in its charter) Delaware54-1167364(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1100 Military Road, Kenmore, NY14217(Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value ofthe registrant’s shares of common stock, par value $0.0001 per share (“Common Stock”), held by non-affiliates (based upon the closingprice of such shares as reported on the Nasdaq Capital Market) was approximately $31,304,976. Shares held by each executive officer anddirector and by each person known to have owned more than 10% of the outstanding shares of Common Stock have been excluded from thecalculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As ofMarch 25, 2026, there were a total of 14,793,075shares of the registrant’s Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. FIREFLY NEUROSCIENCE, INC. Annual Report on Form 10-KYear EndedDecember 31, 2025 TABLE OF CONTENTS PART I Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities[Reserved]Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements With Accountants on Accounting and Financial Disclosure.Controls and ProceduresOther InformationDisclosure Regarding Foreign Juris